-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K3bqUHMn3e1Lfay0FTm9Rc8W5uC9OhxzlFT0HPWv43I/uSDtFuH8i7/nCJdsqVP1 zmY9v/wrm0Ps7NgEqFnksw== 0000899140-09-000792.txt : 20090420 0000899140-09-000792.hdr.sgml : 20090420 20090420150254 ACCESSION NUMBER: 0000899140-09-000792 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090420 FILED AS OF DATE: 20090420 DATE AS OF CHANGE: 20090420 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDY JOSEPH CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34272 FILM NUMBER: 09758955 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34272 FILM NUMBER: 09758956 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bridgepoint Education Inc CENTRAL INDEX KEY: 0001305323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 593551629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13500 EVENING CREEK DR. #600 CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 858-668-2586 MAIL ADDRESS: STREET 1: 13500 EVENING CREEK DR. #600 CITY: SAN DIEGO STATE: CA ZIP: 92128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34272 FILM NUMBER: 09758957 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS PRIVATE EQUITY VIII L P CENTRAL INDEX KEY: 0001157334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34272 FILM NUMBER: 09758960 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners LLC CENTRAL INDEX KEY: 0001322709 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34272 FILM NUMBER: 09758959 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34272 FILM NUMBER: 09758958 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 wppe8_bpi4-042009ex.xml X0303 4 2009-04-20 0 0001305323 Bridgepoint Education Inc BPI 0001157334 WARBURG PINCUS PRIVATE EQUITY VIII L P C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001322709 Warburg Pincus Partners LLC C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001162870 WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0000929408 WARBURG PINCUS & CO C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 466 LEXINGTON AVE NEW YORK NY 10017 1 0 1 0 0001220638 LANDY JOSEPH C/O WARBURG PINCUS LLC 466 LEXINGTON AVE NEW YORK NY 10017 1 0 1 0 Common Stock 2009-01-02 4 C 0 504342 A 504342 D Common Stock 2009-01-02 4 J 0 504342 D 0 D Common Stock 2009-04-20 4 C 0 43684517 A 43684517 D Common Stock 2009-04-20 4 S 0 9095297 10.5 D 34589220 D Series A Convertible Preferred Stock 2009-01-02 4 C 0 49473.38 0 D Common Stock 504342 19283526.62 D Series A Convertible Preferred Stock 2009-04-20 4 C 0 19283526.62 0 D Common Stock 43684517 0 D See Exhibit 99.1, Note 1 See Exhibit 99.1, Note 2 See Exhibit 99.1, Note 3 See Exhibit 99.1, Note 4 Exhibit List: Exhibit 24.1 - Power of Attorney for Joseph P. Landy, filed with Warburg Pincus Private Equity IX, L.P. Form 3 for Builders FirstSource, Inc., on March 3, 2006 Exhibit 24.2 - Power of Attorney for Charles R. Kaye, filed with Warburg Pincus Private Equity IX, L.P. Form 3 for Builders FirstSource, Inc., on March 3, 2006 Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures Warburg Pincus Private Equity VIII, L.P., by Warburg Pincus Partners, LLC (General Partner), by Warburg Pincus & Co. (Managing Member), by /s/ Scott A. Arenare (Partner) 2009-04-20 EX-99 2 b4814207a.txt EXHIBIT 99.1 EXPLANATION OF RESPONSES Exhibit 99.1 - Explanation of Responses (1) Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"), converted 49,473.38 shares of Series A Convertible Preferred Stock on January 2, 2009, at a fixed initial conversion rate of 10.194210419 shares of Common Stock per share of Series A Convertible Preferred Stock, resulting in the issuance to the reporting person of 504,342 shares of Common Stock. On the same day, the reporting person transferred all 504,342 shares of Common Stock to Ryan Craig, a director of the issuer, which shares were earned as compensation for past services rendered as a WP VIII representative to the issuer's board of directors and as an independent consultant to the issuer. The issuer's Series A Convertible Preferred Stock was convertible into shares of Common Stock at any time and had no expiration date. (2) As of the date hereof, WP VIII is the direct record owner of 34,589,220 shares of Common Stock issuable upon conversion of its 19,283,526.62 shares of Series A Preferred Stock and after giving effect to its sale of Common Stock in the issuer's initial public offering, which includes the exercise in full of the underwriters' over-allotment option. Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners"), a direct subsidiary of Warburg Pincus & Co., a New York general partnership ("WP"), is the general partner of WP VIII. WP is the managing member of WP Partners. WP VIII is managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC"). The members of WP LLC are substantially the same as the partners of WP. WP VIII, WP Partners, WP and WP LLC are collectively referred to as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Presidents of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of the Warburg Pincus Entities, Mr. Kaye and Mr. Landy have shared voting and investment control of all of the shares of stock referenced above. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), WP, WP LLC, WPP LLC, Mr. Kaye and Mr. Landy may be deemed to be the beneficial owners of Common Stock held by WP VIII. Each of Mr. Kaye, Mr. Landy, WP VIII, WP Partners, WP and WP LLC disclaims beneficial ownership of the stock except to the extent of any indirect pecuniary interest therein. WP VIII, WP Partners, WP and WP LLC are directors-by-deputization solely for purposes of Section 16 of the Exchange Act. (3) The reporting person converted 19,283,526.62 shares of Series A Convertible Preferred Stock on April 20, 2009, at a conversion price equal to $0.07 and a conversion rate of 2.265380093 shares of Common Stock per share of Series A Convertible Preferred Stock, resulting in the issuance to the reporting person of 43,684,517 shares of Common Stock, which reflects the 1-for-4.5 reverse stock split of the Common Stock that was effected by the issuer on March 31, 2009. (4) The issuer's Series A Convertible Preferred Stock was convertible into shares of its Common Stock at any time and had no expiration date. The Series A Convertible Preferred Stock was convertible into shares of Common Stock at a conversion price equal to $0.07 and a conversion rate of 2.265380093 shares of Common Stock per share of Series A Convertible Preferred Stock, which reflects the 1-for-4.5 reverse stock split of the Common Stock that was effected by the issuer on March 31, 2009. EX-99 3 b4814207b.txt EXHIBIT 99.2 JOINT FILERS' NAMES AND ADDRESSES Exhibit 99.2 JOINT FILERS' NAMES AND ADDRESSES 1. Warburg Pincus Partners, LLC 2. Warburg Pincus LLC 3. Warburg Pincus & Co. 4. Charles R. Kaye 5. Joseph P. Landy The business address for all of the above reporting persons is: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 EX-99 4 b4814207c.txt EXHIBIT 99.3 JOINT FILERS' SIGNATURES Exhibit 99.3 JOINT FILERS' SIGNATURES /s/ Scott A. Arenare 04/20/2009 - ------------------------------------------------------ -------------------- Warburg Pincus & Co., by Scott A. Arenare Date (Partner) Signature of Reporting Person /s/ Scott A. Arenare 04/20/2009 - ------------------------------------------------------ -------------------- Warburg Pincus LLC, by Scott A. Arenare Date (Managing Director) Signature of Reporting Person /s/ Scott A. Arenare 04/20/2009 - ------------------------------------------------------ -------------------- Warburg Pincus Partners, LLC, by Warburg Pincus & Co. Date (Managing Member), by Scott A. Arenare (Partner) Signature of Reporting Person /s/ Scott A. Arenare 04/20/2009 - ------------------------------------------------------ -------------------- Charles R. Kaye, by Scott A. Arenare Date (attorney-in-fact)* Signature of Reporting Person /s/ Scott A. Arenare 04/20/2009 - ------------------------------------------------------ -------------------- Joseph P. Landy, by Scott A. Arenare Date (attorney-in-fact)** Signature of Reporting Person * The Power of Attorney given by Mr. Kaye was previously filed as Exhibit 24.2 with the Warburg Pincus Private Equity IX, L.P. Form 3 for Builders FirstSource, Inc., on March 3, 2006. ** The Power of Attorney given by Mr. Landy was previously filed as Exhibit 24.1 with the Warburg Pincus Private Equity IX, L.P. Form 3 for Builders FirstSource, Inc., on March 3, 2006. -----END PRIVACY-ENHANCED MESSAGE-----